Terrestrial Energy to become publicly traded via HCM II Acquisition combination

Terrestrial Energy and HCM II Acquisition (HOND) Corp. announced an agreement for a business combination that will result in Terrestrial Energy becoming a public company to be listed on Nasdaq under the ticker symbol “IMSR”. Terrestrial Energy is a developer of Generation IV nuclear plants using proprietary Integral Molten Salt Reactor technology. IMSR technology captures the transformative operating benefits of molten salt reactor technology in a small modular plant design that represents true innovation in affordability, efficiency, and versatility of nuclear energy supply. Terrestrial Energy’s IMSR plants will supply zero-carbon, clean, firm, low-cost, high-temperature industrial heat and/or electricity for a dual-use energy role. Industrial applications include data center power supply, industrial heat and power, grid power, and green fuels sectors. The company’s IMSR plant design, consisting of two operating IMSRs, has an 822 MWth / 390 MWe capacity. Terrestrial Energy’s IMSR technology is differentiated from legacy nuclear technology through its use of molten salt reactor technology, which offers high efficiency and inherently safe operation. Terrestrial Energy’s IMSR plants are designed to make pragmatic use of low-cost, readily available Standard-Assay Low Enriched Uranium fuel, enabling secure and scalable fuel supply chains necessary for widespread fleet deployment. Terrestrial Energy believes the use of LEU fuel is a key advantage given significant challenges to the commercial supply of High-Assay Low- Enriched Uranium due to geopolitical tensions. In February 2025, Terrestrial Energy announced the IMSR plant’s selection by Texas A&M University in a competitive RFP process to site a commercial IMSR plant at the Texas A&M-RELLIS campus. The partnership will provide a platform for Terrestrial Energy to showcase a commercial IMSR plant with a project that benefits from the Texas A&M University System’s national leadership in nuclear technology research and development. Led by CEO Simon Irish and a highly experienced management team, Terrestrial Energy is supported by a top-tier board of directors consisting of former C-Suite executives of leading U.S. nuclear utilities and engineering firms. The Transaction will provide approximately $280M in gross proceeds to accelerate commercial deployment of Terrestrial Energy’s IMSR technology and to pay transaction expenses. The $230M of gross proceeds consists of $50M in common stock PIPE commitments at $10.00 per share from new non-affiliated fundamental institutional investors, and approximately $230M of cash held in HCM II’s trust account. The Transaction values Terrestrial Energy at a pre-money equity value of $925M, which is a significant discount to publicly traded comparable SMR peers, providing an attractive entry point for HCM II shareholders. It also implies a pro-forma enterprise value of the new public company of approximately $1B and a pro-forma equity value of approximately $1.3B. Terrestrial Energy’s existing management team will continue to lead the company following the completion of the Transaction. All Terrestrial Energy shareholders will roll 100% of their equity holdings into the new public company. Additionally, Terrestrial Energy’s management team, Terrestrial Energy’s primary shareholders, HCM II’s sponsor and certain affiliates of HCM II’s sponsor have committed to customary lock-ups. The proposed Transaction was unanimously approved by the Boards of Directors of HCM II and Terrestrial Energy. Completion of the proposed Transaction is anticipated to occur in the fourth quarter of 2025 subject to customary closing conditions.